HomeMy WebLinkAboutAgreement A-21-334 with FCSS.pdf-1-
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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this day of _________ , 2021, by
and between the COUNTY OF FRESNO, a political subdivision of the State of California ("COUNTY"), and
FRESNO COUNTY SUPERINTENDENT OF SCHOOLS ("FCSS"), whose address is 1111 Van Ness
Avenue, Fresno, CA 93721, for the purpose of providing a high quality educational program for the students
of the Juvenile Justice Realignment Group, as defined herein, including instructional services, instructional
materials, and administrative services for the educational program.
W I T N E S S E T H:
WHEREAS, due to the Division of Juvenile Justice (DJJ) Realignment, pursuant to SB 823, the
DJJ will stop accepting new youth after June 30, 2021, and the COUNTY will become responsible for
the care, custody, and supervision of youth who are realigned from the state DJJ, or who would
otherwise be eligible for commitment to DJJ (“Juvenile Justice Realignment Group”);
WHEREAS, FCSS is positioned to provide and extend services to the Juvenile Justice
Realignment Group;
WHEREAS, FCSS does not have funding allocated to support a teaching position for the Juvenile
Justice Realignment Group;
WHEREAS, the COUNTY will receive funding through SB 823 Juvenile Justice Realignment Block
Grant Plan in order to transfer jurisdiction for the care, custody and supervision of high-risk youth from the
DJJ to the County, and such funds may also be utilized to meet the educational needs of these youth; and
WHEREAS, the COUNTY would like to enter into an agreement with FCSS so that FCSS may
provide these services to the students of the Juvenile Justice Realignment Group.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF FCSS
A.FCSS shall provide a high-quality educational program for the students of the
Juvenile Justice Realignment Group, including instructional services, instructional materials, and
administrative services for the educational program.
24th August
Agreement No. 21-334
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B.FCSS shall provide certificated teachers to teach the students of the Juvenile
Justice Realignment Group.
C.FCSS shall provide special education and related services to any eligible student
in the Juvenile Justice Realignment Group, as determined by the student’s Individualized Education
Program (IEP) team.
D.FCSS shall provide a representative to be part of the Fresno County Probation
Department intake/orientation process as students from the Juvenile Justice Realignment Group enter
the Juvenile Justice Campus (“JJC”).
E.FCSS shall provide a representative to support the transition services team for
students of the Juvenile Justice Realignment Group as they exit the JJC.
F.FCSS shall provide a representative to be part of the Fresno County Probation
Department Juvenile Justice Realignment Coordinating Council, and sub-committees created from the
Council.
G.FCSS shall not have exclusive use of any space at the JJC.
H.FCSS acknowledges that the JJC has been acquired, constructed, or improved
using net proceeds of governmental tax-exempt bonds. FCSS shall not perform any services under this
Agreement using a vendor, and FCSS agrees that any such agreement with a vendor is not effective,
unless both of the following requirements are satisfied:
i.Any agreement between FCSS and its vendor that will perform services
under this Agreement must include the following language: “The Vendor acknowledges that it will be
providing services to persons housed at the County of Fresno’s Juvenile Justice Campus (‘JJC’) and
that the JJC has been acquired, constructed, or improved by using net proceeds of governmental tax-
exempt bonds (‘Bond-Financed Facility’). The Vendor agrees that, with respect to this Agreement and
the Bond Financed Facility, the Vendor is not entitled to take, and shall not take, any position (also
known as a ‘tax position’) with the Internal Revenue Service (‘IRS’) that is inconsistent with being a
‘service provider’ to FCSS and the County of Fresno, as a ‘qualified user’ with respect to the Bond-
Financed Facility, as ‘managed property,’ as all of those terms are used in Internal Revenue Service
Revenue Procedure 2017-13, and to that end, for example, and not as a limitation, the Vendor agrees
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that the Vendor shall not, in connection with any federal income tax return that it files with the IRS or any
other statement or information that it provides to the IRS, (a) claim ownership, or that it is a lessee, of
any portion of the Bond Financed Facilities, or (b) claim any depreciation or amortization deduction,
investment tax credit, or deduction for any payment as rent with respect to the Bond-Financed Facility.”
ii.Any agreement between FCSS and its vendor that will perform services
under this Agreement must have the prior written approval of the COUNTY under section 8 of this
agreement and as provided in this section 1.H.ii. That written approval will only be given after the
COUNTY has reviewed the proposed agreement between FCSS and its vendor solely for the purpose of
ensuring federal income tax compliance in connection with the governmental tax-exempt bonds whose
net proceeds were used to acquire, construct, or improve the JJC. That written approval may be given
by the COUNTY’s Chief Probation Officer or their designee.
2.OBLIGATIONS OF THE COUNTY
A.COUNTY’S Probation Department shall compensate and remit to FCSS an
amount that will fund the cost of one certificated teacher to educate the Students of the Juvenile Justice
Realignment Group, which shall not exceed ten students.
B.COUNTY’S Probation Department will coordinate with FCSS and/or a selected
vendor to provide evidence-based behavioral management curriculum that is designed to increase
academic success, build character, and increase positive behaviors in students of the Juvenile
Justice Realignment Group.
3.TERM
The term of this Agreement shall be for a period of one (1) year, retroactively commencing on July
1, 2021, through and including June 30, 2022. This Agreement may be extended for four (4) additional
consecutive twelve (12) month periods, upon written approval of both parties no later than thirty (30) days
prior to the first day of the next twelve (12) month extension. The Chief Probation Officer or his or her
designee is authorized to execute such written approval on behalf of the COUNTY based on satisfactory
performance.
4.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
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provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving FCSS thirty (30) days advance written notice.
B.Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY;
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of FCSS. Neither shall such payment
impair or prejudice any remedy available to the COUNTY with respect to the breach or default. The
COUNTY shall have the right to demand of FCSS the repayment to the COUNTY of any funds disbursed to
FCSS under this Agreement, which in the judgment of the COUNTY were not expended in accordance with
the terms of this Agreement. FCSS shall promptly refund any such funds upon demand.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
intention to terminate to FCSS.
5.COMPENSATION/INVOICING: COUNTY agrees to pay FCSS, and FCSS agrees to
receive monthly compensation in the amount of twelve thousand, five hundred dollars ($12,500) for the first
year of the Agreement. Should the Agreement be extended beyond the first year, compensation shall
increase by five percent (5%) for each subsequent year, for general operating cost increases.
FCSS shall submit monthly invoices in triplicate to the County of Fresno Probation Department,
either by mail to the Business Office, 3333 E. American Avenue, Suite B, Fresno, CA 93725, or
electronically to: ProbationInvoices@co.fresno.ca.us.
Under no circumstances shall compensation paid by the COUNTY to FCSS under this Agreement
exceed One Hundred Fifty Thousand Dollars ($150,000) during the first year of this Agreement. If
extended, under no circumstances shall compensation paid by the COUNTY to FCSS under this
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Agreement exceed One Hundred Fifty-Seven Thousand, Five Hundred Dollars ($157,500) during the
second year of this Agreement. If extended, under no circumstances shall compensation paid by the
COUNTY to FCSS under this Agreement exceed One Hundred Sixty-Five Thousand, Three Hundred
Seventy-Five Dollars ($165,375) during the third year of this Agreement. If extended, under no
circumstances shall compensation paid by the COUNTY to FCSS under this Agreement exceed One
Hundred Seventy-Three Thousand, Six Hundred Forty-Four Dollars ($173,644) in the fourth year of this
Agreement. If extended, under no circumstances shall compensation paid by the COUNTY to FCSS under
this Agreement exceed One Hundred Eighty-Two Thousand, Three Hundred Twenty-Six Dollars
($182,326) for the fifth year of this Agreement. In no event shall compensation paid for services performed
under this Agreement exceed Eight Hundred Twenty-Eight Thousand, Eight Hundred Forty-Five dollars
($828,845) during the total potential five-year term of this Agreement.
Payments by COUNTY shall be in arrears, for services provided during the preceding month, within
forty-five (45) days after receipt and verification of FCSS’ invoices by COUNTY’S Probation Department.
6.INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
assumed by FCSS under this Agreement, it is mutually understood and agreed that FCSS, including any
and all of FCSS' officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which FCSS shall perform its work and function.
However, COUNTY shall retain the right to administer this Agreement so as to verify that FCSS is
performing its obligations in accordance with the terms and conditions thereof.
FCSS and COUNTY shall comply with all applicable provisions of law and the rules and regulations,
if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, FCSS shall have absolutely no right to
employment rights and benefits available to COUNTY employees. FCSS shall be solely liable and
responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, FCSS shall be solely responsible and save COUNTY harmless from all matters relating to
payment of FCSS' employees, including compliance with Social Security withholding and all other
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regulations governing such matters. It is acknowledged that during the term of this Agreement, FCSS may
be providing services to others unrelated to the COUNTY or to this Agreement.
7. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder.
8. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
nor their rights or duties under this Agreement without the prior written consent of the other party.
9. HOLD HARMLESS: The COUNTY agrees to indemnify, save, hold harmless, and at FCSS'
request, defend FCSS, its officers, agents, and employees from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to FCSS in
connection with the performance, or failure to perform, by the COUNTY, its officers, agents, or employees
under this Agreement, and from any and all costs and expenses (including attorney’s fees and costs),
damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may
be injured or damaged by the performance, or failure to perform, of the COUNTY, its officers, agents, or
employees under this Agreement.
FCSS agrees to indemnify, save, hold harmless, and at the COUNTY'S request, defend the
COUNTY, its officers, agents, and employees from any and all costs and expenses (including attorney’s
fees and costs), damages, liabilities, claims, and losses occurring or resulting to the COUNTY in connection
with the performance, or failure to perform, by FCSS, its officers, agents, or employees under this
Agreement, and from any and all costs and expenses (including attorney’s fees and costs), damages,
liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured
or damaged by the performance, or failure to perform, of FCSS, its officers, agents, or employees under
this Agreement.
In event of concurrent negligence on the part of the COUNTY or any of its officers, agents or
employees, and FCSS or any of its officers, agents, or employees, the liability for any and all such claims,
demands, and actions in law or equity for such losses, fines, penalties, forfeitures, costs and damages shall
be apportioned under the State of California’s theory of comparative negligence as presently established or
as may be modified hereafter.
This Section 9 shall survive termination or expiration of this Agreement.
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10.INSURANCE
Without limiting the COUNTY's right to obtain indemnification from FCSS or any third parties, FCSS,
at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of
self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement
(JPA) throughout the term of the Agreement.
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
used in connection with this Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
providing services, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. CONTRACTOR
agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years
following the termination of this Agreement, one or more policies of professional liability insurance with
limits of coverage as specified herein.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
E.Molestation
Sexual abuse / molestation liability insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate. This policy shall be
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issued on a per occurrence basis.
Additional Requirements Relating to Insurance
FCSS shall obtain endorsements to the Commercial General Liability insurance naming the County
of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers,
agents and employees shall be excess only and not contributing with insurance provided under FCSS's
policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days
advance written notice given to COUNTY.
FCSS hereby waives its right to recover from COUNTY, its officers, agents, and employees any
amounts paid by the policy of worker’s compensation insurance required by this Agreement. FCSS is solely
responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but FCSS’s waiver of subrogation under this paragraph is effective whether or not FCSS
obtains such an endorsement.
Within Thirty (30) days from the date FCSS signs and executes this Agreement, FCSS shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as required
herein, to the County of Fresno, (Chief Probation Officer, 3333 E. American Ave, Suite B, Fresno, California
93725), stating that such insurance coverage have been obtained and are in full force; that the County of
Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that for
such worker’s compensation insurance the CONTRACTOR has waived its right to recover from the
COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that waiver
does not invalidate the insurance policy; that such Commercial General Liability insurance names the
County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but
only insofar as the operations under this Agreement are concerned; that such coverage for additional
insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
provided under FCSS's policies herein; and that this insurance shall not be cancelled or changed without a
minimum of thirty (30) days advance, written notice given to COUNTY.
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In the event FCSS fails to keep in effect at all times insurance coverage as herein provided, the
COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the
occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
11.AUDITS AND INSPECTIONS: FCSS shall, at any time during business hours, and as
often as the COUNTY may deem necessary, make available to the COUNTY for examination all of its
records and data with respect to the matters covered by this Agreement. FCSS shall, upon request by
the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to
ensure FCSS’ compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), FCSS shall be subject to the
examination and audit of the California State Auditor for a period of three (3) years after final payment
under contract (Government Code Section 8546.7).
12.NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO FCSS
Chief Probation Officer Fresno County Superintendent of Schools
3333 E. American Ave., Suite B 1111 Van Ness Avenue
Fresno, CA 93725 Fresno, CA 93721
All notices between the COUNTY and FCSS provided for or permitted under this Agreement must
be in writing and delivered either by personal service, by first-class United States mail, by an overnight
commercial courier service, or by telephonic facsimile transmission. A notice delivered by personal service
is effective upon service to the recipient. A notice delivered by first-class United States mail is effective
three COUNTY business days after deposit in the United States mail, postage prepaid, addressed to the
recipient. A notice delivered by an overnight commercial courier service is effective one COUNTY business
day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery
instructions given for next day delivery, addressed to the recipient. A notice delivered by telephonic
facsimile is effective when transmission to the recipient is completed (but, if such transmission is completed
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outside of COUNTY business hours, then such delivery shall be deemed to be effective at the next
beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
13.GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California.
14.ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between FCSS
and COUNTY with respect to the subject matter hereof, and supersedes all previous Agreement
negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any
nature whatsoever, unless expressly included in this Agreement.
15.ELECTRONIC SIGNATURES. The parties agree that this Agreement may be executed by
electronic signature as provided in this section. An “electronic signature” means any symbol or process
intended by an individual signing this Agreement to represent their signature, including but not limited to (1)
a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned
and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature
affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of
the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any
administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten
signature of that person. The provisions of this section satisfy the requirements of Civil Code section
1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
beginning with section 1633.1). Each party using a digital signature represents that it has undertaken and
satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5),
and agrees that each other party may rely upon that representation. This Agreement is not conditioned
upon the parties conducting the transactions under it by electronic means and either party may sign this
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Agreement with an original handwritten signature.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written.
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Ji
Jim Yovino , Superintendent
Fresno County Superintendent of
Schools
1111 Van Ness Avenue
Fresno, CA 93721
17 FOR ACCOUNTING USE ONLY:
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Fund : 0001
Subclass : 10000
ORG : 3440
Account 7295
COUNTYzt:k
Steve sknciau.chairman of the Board
of Supervisors of the County of Fresno
ATTEST:
Bernice E. Se idel
Clerk of the Board of Supervisors
County of Fresno, State of California
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